NewRiver Retail Limited
("NewRiver" or "the Company")
Simplification of the Company's listing structure by retaining a listing on AIM and cancelling the listing of the Company's ordinary shares on the CISX
NewRiver Retail Limited (AIM and CISX: NRR), the UK REIT specialising in value-creating retail property investment and active asset management, announces that the Company intends to make an application to the Channel Islands Stock Exchange, LBC ("CISX") for the cancellation of the listing of the Company's ordinary shares (the "Ordinary Shares") on the Daily Official List of the CISX (the "Delisting").
The background to and reasons for the Delisting are set out below.
It is expected that Delisting will occur at 7.00 a.m. on 1 October 2013.
The Company has today posted a circular to shareholders informing them, amongst other things, of the background to and reasons for the Delisting. The circular is available on the Company's website.
Background to and Reasons for the Delisting
The Board has decided that the Company no longer requires that the Ordinary Shares are admitted to listing on the CISX for the following key reasons:
1. Shareholders approved the conversion of the Company to a UK REIT in November 2010. At that time, in order to qualify for UK REIT status, amongst other things, a company's shares had to be admitted to listing on a regulated market. AIM is not a regulated market for these purposes whilst the CISX is. Since that time, Her Majesty's Revenue and Customs has changed the UK REIT listing requirements such that a company whose shares are admitted to trading on AIM and traded in each accounting period will continue to meet the UK REIT listing requirements. Therefore, as the Company's Ordinary Shares are admitted to trading on AIM, it no longer requires a dual CISX listing to satisfy the UK REIT rules.
2. Changes to the ISA rules with effect from 5 August 2013 mean that investors can hold some or all of their annual ISA allowance in AIM shares. Previously the Company's shares were only able to be held in ISAs by virtue of the listing on the CISX.
3. The Delisting will reduce the Company's costs going forward as it will no longer need to incur the administrative and compliance costs in connection with the maintenance of its CISX listing.
4. The Directors would like to simplify the Company's listing structure by having the Company's shares admitted to trading only on AIM going forward.
Further details of the consequences of the above are set out in the section titled Taxation consequences below.
Taxation consequences
The Finance Act 2012 introduced a number of changes to the UK REIT regime including to the listing requirement. As a result of these changes, provided the shares of the Company are traded on AIM in each accounting period, the Company will continue to meet the REIT listing requirement if it is solely admitted to trading on AIM. The Delisting will therefore have no effect on the Company's REIT status provided the shares are traded on AIM in each accounting period.
The government announced in its Autumn Statement 2012 that it would consult on expanding the list of qualifying investments for stocks and shares ISAs to include shares traded on small and medium-sized enterprise (SME) equity markets (and thereby include AIM). The consultation, which closed on 8 May 2013, proposed a change to the ISA rules to allow company shares admitted to trading on recognised stock exchanges within the European Economic Area (EEA) to be eligible to be held in a stocks and shares ISA.
Following the consultation the ISA investment rules were changed with effect from 5 August 2013 and so shares listed on the Alternative Investment Market (AIM) are now permitted ISA investments. Following the Delisting the Company's shares will therefore continue to be permitted ISA investments. However, whether AIM shares are allowed within a specific ISA is still at the behest of the individual ISA provider.
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For further information
NewRiver Retail Limited David Lockhart, Chief Executive Mark Davies, Finance Director |
Tel: 020 3328 5800 |
Pelham Bell Pottinger David Rydell/Guy Scarborough/Charlotte Offredi |
Tel: 020 7861 3232 |
Cenkos Securities Ian Soanes/Max Hartley |
Tel: 020 7397 8900 |
Liberum Capital Shane Le Prevost/Tim Graham |
Tel: 020 3100 2000 |
About NewRiver
NewRiver Retail Limited is an AIM listed REIT. The Company is a specialist real estate investor and asset manager focusing solely on the UK retailing sector with a particular focus on food and value retailing.
The management team, with over 100 years combined experience in the UK commercial property market, actively engages with retailers, stakeholders and consumers. NewRiver Retail is the UK's fourth largest Shopping Centre owner by number with assets under management of £440 million comprising 24 UK wide shopping centres, 16 high street retail units and two supermarkets. The portfolio has in excess of 900 occupiers, a total of 3.8 million square feet, total annual footfall of over 95 million and an occupancy rate of 94 per cent.
The Company's activities include active and entrepreneurial asset management and risk controlled development, utilising both its own balance sheet and co-investment joint venture structures.
Founded in 2009, NewRiver has become the UK's leading retail-focused property investment business. The Company's shares were admitted to London's AIM in September of the same year. For more information on NewRiver, please visit www.nrr.co.uk
